TALBOT BANCSHARES INC
10-Q, 1997-08-14
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         -------------------------------

                                    FORM 10-Q

           (Mark One)

           (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 30, 1997

                                       OR

     ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                                     0-22929
                        --------------------------------

                             TALBOT BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

        Maryland                                              52-2033630
- - - ------------------------                                    --------------
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)

18 East Dover Street, Easton, Maryland                           21601
- - - --------------------------------------                      ---------------
(Address of Principal Executive Offices)                       (Zip Code)

                                 (410) 822-1400
               --------------------------------------------------
               Registrant's Telephone Number, Including Area Code


- - - ------------------------------------------------------------------------------
Former  Name,  Former  Address and Former  Fiscal  Year,  if Changed  Since Last
Report.

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceeding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days Yes X. No___.




                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:


     As of July 31, 1997,  registrant had outstanding 1,188,264 shares of common
stock.







<PAGE>




                                      INDEX

Part I


Item 1.  Financial Statements                                              Page

     Condensed Consolidated Balance Sheets -
       June 30, 1997 and 1996 (unaudited) and December 31, 1996               4

     Condensed Consolidated Statements of Income -
       Three and six months ended June 30, 1997 and 1996 (unaudited)          5

     Condensed Consolidated Statements of Changes in Stockholders' Equity -
       For the six Month Period ended June 30, 1997 (unaudited)               6

     Condensed Consolidated Statements of Cash Flows -
       Six months ended June 30, 1997 and 1996 (unaudited)                    7

     Notes to Condensed Consolidated Financial Statements (unaudited)         8

Item 2.  Managements Discussion and Analysis of Financial Condition
              and Results of Operations                                    9-11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          12


Part II

Item 6.  Exhibits and Reports on Form 8-K                                    12




<PAGE>



                                     PART I

Item 1.  Financial Statements

<TABLE>
<CAPTION>
                                                  TALBOT BANCSHARES, INC.
                                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                     (Dollars in Thousands, except per share amounts)

                                                                     June 30,         June 30,       December 31,
ASSETS:                                                                1997             1996             1996
- - - -------                                                           ---------------   ---------------  ------------
                                                                   (unaudited)       (unaudited)
<S>                                                                  <C>              <C>                <C>

Cash and due from banks                                              $   5,139         $   4,823          $   7,014
Federal funds sold                                                       6,107            12,264              7,573
Investment in debt securities:
   Held-to-maturity, at amortized cost (fair value of $29,760,
   $29,851, $30,744, respectively)                                      29,678            30,030             30,608
   Available for sale, at fair value                                    29,627            28,809             32,201
Loans, less allowance for credit losses ($2,583, $2,198,
   $2,728, respectively)                                               172,243           167,961            168,972
Bank premise and equipment                                               3,103             2,930              3,188
Other real estate owned                                                    124               312                299
Accrued interest receivable on loans and investment securities           2,054             1,932              1,828
Investments in unconsolidated subsidiary                                   167               177                182
Deferred income tax benefits                                               705               813                737
Other assets                                                               689               420                582
                                                                   -----------       -----------        -----------

   TOTAL ASSETS                                                       $249,636          $250,471           $253,184
                                                                      ========          ========           ========

LIABILITIES:

Deposits:
   Non-interest bearing demand                                       $  21,936         $  19,751          $  22,141
   NOW and Super NOW                                                    43,429            41,137             43,038
   Certificates of deposit $100,000 or more                             18,336            24,146             28,352
   Other time and savings                                              123,426           122,448            121,571
                                                                     ---------         ---------          ---------
       Total Deposits                                                  207,127           207,482            215,102

Securities sold under agreements to repurchase                          12,347            15,609              9,268
Other liabilities                                                          798             1,036                894
                                                                   -----------        ----------         ----------

   TOTAL LIABILITIES                                                   220,272           224,127            225,264
                                                                      --------          --------           --------

STOCKHOLDERS' EQUITY:
Common  Stock,  Par  Value  $.01;   authorized  25,000,000  shares;  
  issued and outstanding:
     June 30, 1997           1,188,264
     June 30, 1996           1,183,770
     December 31, 1996       1,186,242                                      12                12                 12
Surplus                                                                 12,491            12,376             12,435
Retained earnings                                                       16,954            14,367             15,616
Net unrealized holding loss on debt securities available for sale         (93)             (411)              (143)
                                                                   -----------        ----------         ----------

   TOTAL STOCKHOLDERS' EQUITY                                           29,364            26,344             27,920
                                                                     ---------         ---------          ---------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                              $249,636          $250,471           $253,184
                                                                      ========          ========           ========


See accompanying notes to Condensed Consolidated Financial Statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                                      TALBOT BANCSHARES, INC.
                                      CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                                          (Dollars in thousands, except per share amounts)


                                                                   Three Months Ended June 30,            Six Months Ended June 30,
                                                                      1997             1996                  1997          1996
                                                                      ----             ----                  ----          ----
<S>                                                                 <C>               <C>                   <C>           <C>

INTEREST INCOME
   Loans, including fees                                            $ 3,820           $ 3,601               $ 7,664       $ 7,267
   U.S. Treasury securities and obligations of other
     U.S. Government agencies and corporations                          767               740                 1,548         1,489
   Obligations of States and political subdivisions                      76                69                   154           127
   Federal funds sold                                                   113               124                   210           210
                                                                   --------          --------              --------      --------

       Total interest income                                          4,776             4,534                 9,576         9,093
                                                                    -------           -------               -------       -------

INTEREST EXPENSE
     Certificates of deposit, $100,000 or more                          311               330                   666           646
     Other deposits                                                   1,648             1,604                 3,251         3,209
     Other interest                                                     117               158                   219           299
                                                                    -------           -------               -------       -------

       Total interest expense                                         2,076             2,092                 4,136         4,154
                                                                     ------            ------                ------        ------

NET INTEREST INCOME                                                   2,700             2,442                 5,440         4,939

PROVISION FOR CREDIT LOSSES                                              45               131                   150           290
                                                                    -------           -------               -------       -------

NET INTEREST INCOME AFTER PROVISION FOR
   CREDIT LOSSES                                                      2,655             2,311                 5,290         4,649
                                                                    -------           -------               -------       -------

NONINTEREST INCOME
   Service charges on deposit accounts                                  143               124                   274           243
   Loss on sale of securities                                             0              (17)                     0          (21)
   Other noninterest income                                              21                 9                    46            39
                                                                     ------           -------                ------        ------

       Total noninterest income                                         164               116                   320           261
                                                                      -----             -----                 -----         -----

NONINTEREST EXPENSES
   Salaries and employee benefits                                       827               739                 1,706         1,514
   Expenses of premises and fixed assets                                165               158                   343           328
   Other noninterest expense                                            477               403                   937           790
                                                                    -------           -------               -------       -------

       Total noninterest expense                                      1,469             1,300                 2,986         2,632
                                                                     ------            ------                ------        ------

INCOME BEFORE TAXES ON INCOME                                         1,350             1,127                 2,624         2,278

Federal and State income taxes                                          480               410                   930           840
                                                                    -------           -------               -------       -------

NET INCOME                                                           $  870            $  717                $1,694        $1,438
                                                                     ======            ======                ======        ======

NET INCOME PER COMMON SHARE:
   Net Income                                                        $  .73            $  .61                $ 1.43        $ 1.22


See accompanying notes to Condensed Consolidated Financial Statements.
</TABLE>





<PAGE>

<TABLE>
<CAPTION>


                                                      TALBOT BANCSHARES, INC.
                          CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
                                                       (Dollars in thousands)




                                                                                                                   Net Unrealized
                                                                                                                       Holding
                                                                                                                   Gain (Loss) on
                                                                     Common                          Retained     Debt Securities
                                                                      Stock           Surplus        Earnings    Available-for-sale
                                                                      -----           -------        --------    ------------------
<S>                                                                 <C>               <C>             <C>            <C>

Balances, December 31, 1995                                             $12           $12,331         $13,225              ($374)

Net Income                                                                -                 -           1,438                   -

Cash Dividends Paid                                                       -                 -           (296)                   -

Net unrealized holding gain(loss) on
   debt securities, available-for-sale                                    -                 -               -                (37)

Shares issued                                                             -                45               -                   -
                                                              -------------       -----------    ------------        ------------

   Balances, June 30, 1996                                              $12          $ 12,376        $ 14,367              ($411)
                                                                ===========          ========    ============        ============



Balances, December 31, 1996                                             $12           $12,435         $15,616              ($143)

Net Income                                                                -                 -           1,694                   -

Cash Dividends Paid                                                       -                 -           (356)                   -

Net unrealized holding gain(loss) on
   debt securities, available-for-sale                                    -                 -               -                  50

Shares issued                                                             -                56               -                   -
                                                              -------------       -----------    ------------       --------------

   Balances, June 30, 1997                                              $12           $12,491         $16,954               ($93)
                                                                ===========          ========        ========       ==============












See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                                       TALBOT BANCSHARES, INC.
                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                                       (Dollars in thousands)


                                                                                          For the Six Months Ended June 30,
                                                                                             1997                   1996
                                                                                             ----                   ----
<S>                                                                                     <C>                       <C>              

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                                                           $   1,694                 $   1,438
   Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation and amortization                                                            217                       250
     Discount accretion on debt securities                                                   (52)                      (34)
     Discount accretion on matured debt securities                                              3                       (6)
     Lss on sale of securities                                                                  -                        21
     Gain on sale of bank equipment                                                           (3)                         -
     Provision for credit losses, net                                                         150                       290
     Net changes in:
       Accrued interest receivable                                                          (226)                     (178)
       Other assets                                                                          (32)                      (47)
       Accrued interest payable on deposits                                                  (37)                       (4)
       Income taxes payable                                                                     -                       163
       Other liabilities                                                                     (59)                        58
                                                                              -------------------       -------------------

       Net cash provided by operating activities                                            1,655                     1,951
                                                                               ------------------         -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sales of securities available for sale                                     1,003                     2,978
   Proceeds from maturities and principal payments of securities
   available for sale                                                                       4,522                     6,777
   Purchase of securities available for sale                                              (2,978)                   (8,047)
   Proceeds from maturities and principal payments of securities
   held to maturity                                                                         2,351                     4,454
   Purchase of securities held to maturity                                                (1,341)                   (4,267)
   Net increase in loans                                                                  (3,533)                   (9,783)
   Purchase of loans                                                                        (700)                     (198)
   Proceeds from sale of loans                                                                812                     1,772
   Purchase of bank premises and equipment                                                   (71)                      (97)
   Proceeds from sale of equipment                                                             20                         -
   Proceeds from sale of other real estate owned                                              115                         -
                                                                                -----------------         -----------------
       Net cash provided (used) in investing activities                                       200                   (6,411)
                                                                                -----------------          ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net (decrease)increase in demand, NOW, money market and
   savings deposits                                                                         (756)                     7,649
   Net (decrease)increase in certificates of deposit                                      (7,219)                     4,386
   Net increase in securities sold under agreement to repurchase                            3,079                     2,663
   Proceeds from issuance of common stock                                                      56                        45
   Dividends paid                                                                           (356)                     (296)
                                                                                 ----------------           ---------------

       Net cash (used)provided by financing activities                                     (5,196)                   14,447
                                                                                 -----------------           --------------

NET (DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS                                        (3,341)                    9,987
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                           14,587                     7,100
                                                                                  ---------------            --------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                         $       11,246             $      17,087
                                                                                   ==============             =============
</TABLE>



<PAGE>
                             Talbot Bancshares, Inc.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


1)   Effective  May 1, 1997,  the  common  shareholders  of The  Talbot  Bank of
     Easton,  Maryland (the "Bank") exchanged each one of their common shares of
     the Bank for two  shares of common  stock of  Talbot  Bancshares,  Inc (the
     "Holding  Company")  and at  that  time  the  Bank  became  a  wholly-owned
     subsidiary of the Holding Company. The only current business of the Holding
     Company is the ownership and operation of the Bank. The Holding Company and
     the Bank are  collectively  referred to as the  "Company." The formation of
     the Holding  Company and  exchange  of shares has been  accounted  for as a
     pooling of interests.

     In the opinion of the management of the Company the accompanying  condensed
     consolidated  financial  statements  contain all  adjustments  necessary to
     present  fairly the  financial  position at June 30,  1997,  the results of
     operations  for the three and six month  periods  ended  June 30,  1997 and
     1996, and cash flows for the six month period ended June 30, 1997 and 1996.
     The results of operations  for the three and six months ended June 30, 1997
     are not  necessarily  indicative of the results to be expected for the full
     year.

2)   Net  Income  per  common  share  have been  calculated  on the basis of the
     weighted average number of shares outstanding for each year, as restated to
     reflect  the two for one stock split  effective  May 1, 1997 as a result of
     the share exchange.  Weighted average shares  outstanding were 1,187,101 at
     June 30, 1997 and 1,182,278 at June 30, 1996.

     In February 1997, the Financial Accounting Standards Board issued Statement
     No 128,  Earnings Per Share,  which is required to be adopted  December 31,
     1997. The adoption of this pronouncement is not expected to have a material
     impact.

3)   Under the provisions of Statements of Financial Accounting Standards (SFAS)
     Nos. 114 and 118, "Accounting by Creditors for Impairment of a Loan" a loan
     is considered  impaired if it is probable that the Company will not collect
     all  principal  and interest  payments  according to the loan's  contracted
     terms.  The  impairment  of a loan is  measured  at the  present  value  of
     expected future cash flows using the loan's effective  interest rate, or at
     the loan's  observable  market price or the fair value of the collateral of
     the loan is  collateral  dependent.  Interest  income on impaired  loans is
     recognized on a cash basis.

     Information  with  respect  to  impaired  loans and the  related  valuation
     allowance is shown below:


<TABLE>
<CAPTION>

                                                                                June 30,            June 30,         December 31,
(Dollars in thousands)                                                           1997                1996             1996
- - - ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                 <C>                  <C>    
Impaired loans with valuation allowance                                         $    476            $    233             $    302
Impaired loans with no valuation allowance                                           603               5,486                1,249
                                                                                 -------             -------              -------
     Total impaired loans                                                        $ 1,079             $ 5,719              $ 1,551
                                                                                 =======             =======              =======

Allowance for credit losses applicable to impaired loans                        $    118            $     60             $     77
Allowance for credit losses applicable to other than impaired loans                2,465               2,138              $ 2,651
                                                                                 -------             -------              -------
     Total allowance for credit losses                                           $ 2,583             $ 2,198              $ 2,728
                                                                                 =======             =======              =======

</TABLE>

     Impaired loans do not include groups of smaller  balance  homogenous  loans
     such as  residential  mortgage  and  consumer  installment  loans  that are
     evaluated collectively for impairment.  Reserves for probable future credit
     losses related to these loans are based upon historical loss ratios and are
     included in the allowance for credit losses.

4)   In the  normal  course  of  business,  to meet the  financial  needs of its
     customers,  the Bank is a party to financial  instruments  with off-balance
     sheet risk.  These  financial  instruments  include  commitments  to extend
     credit and standby letters of credit. At June 30, 1997 total commitments to
     extend credit were approximately $24,106,000. Outstanding letters of credit
     were approximately $5,356,000 at June 30, 1997.






<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

Overview

     Net income for the second  quarter of 1997 was  $870,000 an increase of 21%
     over the  $717,000  for the second  quarter of 1996.  On a per share  basis
     earnings were $ .73 compared to $ .61 for the same period last year.

     Net income for the six months ended June 30, 1997 was  $1,694,000  compared
     to  $1,438,000  for the  same  period  in  1996.  This  represents  a 17.8%
     increase. Net income per share was $1.43 and $1.22 for the six months ended
     June 30, 1997 and 1996, respectively.

Net Interest Income

     Net  interest  income for the six months ended June 30, 1997 was 10% higher
     than the same  period  last  year due to both an  increase  in the  average
     earning  assets  and the yield on those  assets.  The net  interest  margin
     increased 37 basis points to 4.65%  compared to 4.28% one year ago.  Growth
     in average  earning assets was  concentrated in loans with an average yield
     of 9.03%.  Loans  comprised 71.5% and 70.9% of total average earning assets
     at June 30, 1997 and 1996, respectively.

Non-interest Income

     Non-interest  income  increased  41% and 23% for the quarter and six months
     ended June 30, 1997  compared to the same  periods in 1996.  A  significant
     factor  contributing  to these increases was a reduction in the losses from
     sales  of  investment   securities   and  from   decreased   losses  of  an
     unconsolidated  subsidiary of the Bank. Service charges on deposit accounts
     increased  15% and 13%,  respectively  for the quarter and six months ended
     June 30, 1997 when compared to the same periods in 1996.

Non-interest expense

     Total  non-interest  expense,  excluding  the  provision  for loan  losses,
     increased  13% for the  quarter  ended  June 30,  1997 from the  comparable
     period  in  1996.  For the six  month  period  ended  June  30,  1997,  the
     percentage  increase in non-interest  expenses was also  approximately  13%
     when  compared  to the same  period  in 1996.  Increases  in  salaries  and
     employee benefits, furniture and equipment,  supplies and various operating
     expenses  associated  with a new branch  opened less than one year,  were a
     major factor contributing to the increases.

Liquidity and Capital Resources

     The Bank derives liquidity through increased customer deposits,  maturities
     in the  investment  portfolio,  loan  repayments  and income  from  earning
     assets.  At June 30, 1997 the Company's  liquidity ratio was  approximately
     23%.  There  are  no  known  trends  or  demands,  commitments,  events  or
     uncertainties  that management is aware of which will materially affect the
     Bank's ability to maintain liquidity at satisfactory levels.

     Total Stockholders' equity was $29.4 million at June 30, 1997, 11.5% higher
     than one year ago.

     Bank  regulatory  agencies  have  adopted  various  capital  standards  for
     financial institutions, including risk-based capital standards. The primary
     objectives  of the  risk-based  capital  framework  are to  provide  a more
     consistent system for comparing capital positions of financial institutions
     and to take into account the different risks among financial  institutions'
     assets and off-balance sheet items.

     Risk-based capital standards have been supplemented with requirements for a
     minimum  Tier 1 capital to assets  ratio  (leverage  ratio).  In  addition,
     regulatory agencies consider the published capital levels as minimum levels
     and may  require a  financial  institution  to  maintain  capital at higher
     levels.

     A comparison  of the Bank's  capital as of June 30, 1997,  with the minimum
     requirements is presented below.

<TABLE>
<CAPTION>
                                                                                       Minimum
                                                                Actual              Requirements
                                                                ------              ------------
<S>                                                             <C>                    <C>    
         Tier 1 Risk-based Capital                              17.36%                 4.00%
         Total Risk-based Capital                               18.61%                 8.00%
         Leverage Ratio                                         11.80%                 3.00%


</TABLE>

<PAGE>



Provisions for Credit Losses

     The  Company is required  to  maintain  an  adequate  allowance  for credit
     losses,  therefore,  the Board of Directors and management  perform regular
     reviews to assure its' adequacy. Significant credit exposures,  non-accrual
     and  impaired  loans and other real estate owned are examined to assure the
     adequacy of the allowance.

     The following table presents a summary of the activity in the Allowance for
     Loan Losses.

<TABLE>
<CAPTION>
                                                              Three Months Ended June 30,            Six Months Ended June 30,
(Dollars in thousands)                                           1997            1996                    1997           1996
- - - ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                               <C>            <C>                     <C>             <C>    

Allowance balance - beginning                                     $ 2,646        $ 2,140                 $ 2,728         $ 2,077
Charge-offs:
   Commercial and other                                                50             19                     199             160
   Real estate                                                         18             67                      60              37
   Consumer                                                            48              6                      54              10
                                                                ---------      ---------               ---------        --------
     Totals                                                           116             92                     313             207
                                                                 --------       --------                --------        --------

Recoveries:
   Commercial                                                           2              2                       4               5
   Real Estate                                                          1             10                       2              10
   Consumer                                                             5              7                      12              23
                                                                ---------      ---------               ---------        --------
     Totals                                                             8             19                      18              38
                                                                ---------       --------               ---------        --------


Net Charge-offs:                                                      108             73                     295             169
Provision for loan losses                                              45            131                     150             290
                                                               ----------      ---------               ---------       ---------
Allowance balance-ending                                         $  2,583       $  2,198                $  2,583        $  2,198
                                                                 ========       ========                ========        ========

Average Loans outstanding during period                          $172,444       $168,261                $171,507        $166,199
                                                                 ========       ========                ========        ========
Net charge-offs (annualized) as a percentage of
   average loans outstanding during period                           .25%           .17%                    .34%            .20%
                                                                =========      =========               =========      ==========

Allowance for loan losses at period end as a percentage
   of average loans                                                 1.58%          1.28%                   1.58%           1.30%
                                                                 ========       ========                ========        ========

</TABLE>



<PAGE>



     Analysis of Interest Rates and Interest Differentials.

     The following table presents the  distribution of the average  consolidated
     balance sheets,  interest  income/expense  and yields earned and rates paid
     through the first six months of the year.
<TABLE>
<CAPTION>

                                                                         1997                                    1996
                                                                         ----                                    ----
                                                           Average       Income*    Yield*           Average    Income*    Yield*
(dollars in thousands)                                     Balance      Expense      Rate            Balance    Expense     Rate
- - - ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>         <C>            <C>         <C>         <C>

Earning Assets
   Investment Securities                                  $ 60,491       $ 1,777     5.92%          $ 60,335    $ 1,678     5.59%
   Loans                                                   171,438         7,677     9.03            166,090      7,284     8.82
   Federal Funds Sold                                        7,774           210     5.37              7,839        210     5.30
                                                          --------      --------     ----          ---------    -------     ----
   Total earning assets                                   $239,703        $9,664     8.13%          $234,264     $9,172     7.87%
                                                                          ------                                 ------

Non-interest earning
   Assets                                                 $  9,510                                  $  8,982
   Total Assets                                           $249,213                                  $243,246
                                                          ========                                  ========

Interest bearing liabilities
   Interest bearing deposits                              $190,178       $ 3,917     4.15%          $184,668    $ 3,885     4.20%
   Borrowings                                               10,254           219     4.26             14,074        299     4.20
                                                         ---------       -------     ----           --------      -----     ----
   Total interest bearing liabilities                     $200,432        $4,136     4.16%          $198,742     $4,154     4.20%
                                                                         -------                                -------

Non-interest bearing liabilities                           $20,220                                   $18,638
Stockholders' equity                                        28,561                                    25,866
                                                          --------                                  --------
Total liabilities and Stockholders' equity                $249,213                                  $243,246
                                                          ========                                  ========

Net interest spread                                                     $  5,528     3.97%                      $ 5,018     3.67%
                                                                        ========                                =======
Net interest margin                                                                  4.65%                                  4.28%


* Presented on a tax  equivalent  basis using its  statutory  federal  corporate
  income tax rate of 34%.

</TABLE>



<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The Company does not invest materially or substantially in derivative  financial
instruments or other market rate sensitive instruments.



                                     PART II

                               OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.

     a)  Exhibits

         Exhibit 27 - Financial Data Schedule


     b)  No Forms 8-K filed.




<PAGE>





                                   Signatures


Under the  requirements of the Securities  Exchange Act of 1934, the Company has
duly caused this report to be signed on its behalf by the undersigned  thereunto
duly authorized.


                                      TALBOT BANCSHARES, INC.


Date:  August 12, 1997                By: /s/ W. Moorhead Vermilye
                                         ------------------------
                                         President


Date:  August 12, 1997                By: /s/ Susan E. Leaverton
                                          ----------------------
                                          Susan E. Leaverton, CPA
                                          Treasurer/Principal Accounting Officer



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS AS OF AND FOR THE PERIOD ENDED JUNE 30, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0001043056
<NAME>                        TALBOT BANCSHARES INC
<MULTIPLIER>                                   1000
<CURRENCY>                                     0
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   JUN-30-1997
<EXCHANGE-RATE>                                          0
<CASH>                                               5,139
<INT-BEARING-DEPOSITS>                                   0
<FED-FUNDS-SOLD>                                     6,107
<TRADING-ASSETS>                                         0
<INVESTMENTS-HELD-FOR-SALE>                         29,627
<INVESTMENTS-CARRYING>                              29,678
<INVESTMENTS-MARKET>                                29,760
<LOANS>                                            174,826
<ALLOWANCE>                                          2,583
<TOTAL-ASSETS>                                     249,636
<DEPOSITS>                                         207,127
<SHORT-TERM>                                        12,347
<LIABILITIES-OTHER>                                    798
<LONG-TERM>                                              0
                                    0
                                              0
<COMMON>                                                12
<OTHER-SE>                                          29,352
<TOTAL-LIABILITIES-AND-EQUITY>                     249,636
<INTEREST-LOAN>                                      7,664
<INTEREST-INVEST>                                    1,702
<INTEREST-OTHER>                                       210
<INTEREST-TOTAL>                                     9,576
<INTEREST-DEPOSIT>                                   3,917
<INTEREST-EXPENSE>                                   4,136
<INTEREST-INCOME-NET>                                5,440
<LOAN-LOSSES>                                          150
<SECURITIES-GAINS>                                       0
<EXPENSE-OTHER>                                      2,986
<INCOME-PRETAX>                                      2,624
<INCOME-PRE-EXTRAORDINARY>                               0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                         1,694
<EPS-PRIMARY>                                         1.43
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<YIELD-ACTUAL>                                        8.13
<LOANS-NON>                                          1,028
<LOANS-PAST>                                         2,196
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<RECOVERIES>                                            18
<ALLOWANCE-CLOSE>                                    2,583
<ALLOWANCE-DOMESTIC>                                 2,583
<ALLOWANCE-FOREIGN>                                      0
<ALLOWANCE-UNALLOCATED>                                  0
        


</TABLE>


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